G Energy Spolka Akcyjna

Regulatory Filings • Feb 10, 2022

Conclusionof a subcontracting agreement with PGNiG Technologie S.A. based inKrosno.ManagementBoard of G-Energy S.A. with its seat in Warsaw (hereinafter: the Issuer,G-Energy) informs that today it has received a signed SubcontractingAgreement concluded between the Issuer and PGNiG Technologie S.A. basedin Krosno (hereinafter: PGNiG Technologie) regarding the task entitled_quot;Design and construction of the technological infrastructure of the gasnetwork together with auxiliary installations and economies as well asconnections to the infrastructure of the plant in Kawęczyn HeatingPlant_quot;.Thesubject of the Agreement is the comprehensive performance by theContractor of design works of all industries for the Investment andcomprehensive performance of all Works for the Investment in the fieldof: construction works, earthworks and foundations, power supply andautomation systems, and preparation of acceptance documentation,including in particular the implementation of all Works resultingdirectly and indirectly from the Scope of Work, including: drawing up aninventory of existing facilities and installations in the places of theexpected location and in the areas where the Works will be carried outand performing the necessary analyzes and expert opinions, as well asobtaining the necessary arrangements and opinions; preparation ofDocumentation, including Design Documentation and transfer ofintellectual property rights to it to the Investor; obtaining allrequired opinions, permits and decisions, including obtaining, on behalfand for the benefit of the Investor, from the competent authority, aBuilding Permit and an occupancy permit (except for WZiZT and DUŚ, forwhich the Investor is responsible for obtaining them); exercisingauthor's supervision; construction of auxiliary installations; designingall devices allowing for the integration of the Gas Installation andAuxiliary Installations with the existing or planned as part of otherinvestment tasks technological facilities (KGO, IOL, Task 5) as well assupervision and control systems (existing and planned) at the KawęczynHeating Plant, design and manufacture, delivery and assembly of alldevices and installations integrally related to the above-mentionedtasks, including in particular complete accompanying infrastructuretypical for industrial facilities (including internal roads and squares,media connection), commissioning and launching of the Investment in thescope related to the Subject of the Agreement; ensuring compliance withthe Guaranteed Technical Parameters; granting a quality guarantee andperforming obligations under the warranty and guarantee for thecompleted Investment; conducting training of the Investor's staff.Thecontract is carried out in the _quot;turnkey_quot; formula by the Ordering Partyfor PGNiG Termika S.A. in Warsaw. The _quot;turnkey_quot; formula meanscomprehensive performance by the Contractor of the Works in order toperform the Agreement and ensure the functioning of the Agreement inaccordance with the terms resulting from the Agreement.TheIssuer is obliged to take over the Site of Works from the Employerwithin 7 days from the date of receipt from the Employer of thedeclaration of readiness to hand over the Site.Theparties undertook to cooperate in the implementation of the Agreement tothe extent enabling the effective performance of the obligations of eachof the Parties. PGNiG Technologie and G-Energy have announced that theywill cooperate on an exclusive basis, which results from the signedCooperation Agreement on the signing of which the Issuer informed in rb.ESPI 32/2019 of June 27, 2019.TheIssuer will start the performance of the Agreement immediately in orderto meet the Agreement performance deadline set for June 28, 2024, takinginto account the deadlines set out in detail in the AgreementPerformance Schedule.Theremuneration due to G-Energy from PGNiG Technologie for theimplementation of the Scope of Works by G-Energy will amount to net PLN11,100,000.00 (in words: eleven million one hundred thousand zlotys and00/100) increased by VAT calculated in accordance with the applicableregulations, i.e. PLN 2,553,000 (two million five hundred fifty threethousand zlotys) in total PLN 13,653,000 (thirteen million six hundredfifty three thousand zlotys) gross. In the event of a change in the VATrate in tax regulations, made after the conclusion of the Agreement andapplicable to it, the remuneration will be increased or decreased by theamount resulting from the change in the VAT rate. The change in the VATrate will apply to the non-invoiced part of the salary.Thisamount may be increased in the event of the performance of further tasksnot falling within the scope of this Agreement.Paymentfor the Works accepted in part will be made by PGNiG Technologie on thebasis of the Contractor's invoices, in accordance with the billingschedule.PGNiGTechnologie will grant G-Energy an advance payment for the execution ofconstruction and assembly works in the amount of PLN 3,330,000.00 net(in words: three million three hundred thirty thousand zlotys and00/100) plus VAT in the amount of PLN 765,900.00 ( in words: sevenhundred sixty five thousand nine hundred zlotys and 00/100), i.e. PLN4,095,900.00 (in words: four million ninety five thousand nine hundredzlotys and 00/100) gross. The advance payment will be made after signingthe Agreement, but not earlier than after receiving a written requestfrom the Contractor for the advance payment together with the securityfor its return.PGNiGTechnologie allows for the possibility of earlier payment of theG-Energy VAT invoice at the Contractor's written request. In the eventof an earlier payment, the amount due under the VAT invoice issued bythe Contractor will be reduced by the amount of discount interest in theamount of 5% per annum.PGNiGTechnologie has the right to charge the issuer with contractualpenalties, in particular:inthe event of failure to meet any of the key deadlines for theimplementation of the Works (indicated in the Agreement ImplementationSchedule): execution by the Contractor of the basic design and landdevelopment design in the amount of 0.1% of the net contractualremuneration, for each commenced day of delay, unless the Issuer provesthat the delay arose for reasons attributable to the Ordering Party orthe Investor; obtaining a valid construction Permit and transferring itto the Employer - 0.1% of the net contractual remuneration for eachcommenced day of delay, unless the Issuer proves that the delay wascaused by reasons attributable to the Employer or Investor; completionof construction and assembly works - in the amount of 0.2% of the netcontractual remuneration for each commenced day of delay, unless theIssuer proves that the delay was caused by reasons attributable to theOrdering Party or the Investor; Start-up and start-up, completion of allWorks and handover of the Investment in the scope of the Subject of theAgreement for operation along with obtaining a valid Use Permit - in theamount of 0.2% of the net contractual remuneration for each commencedday of delay, unless the Issuer proves that the delay has arisen forreasons attributable to the Ordering Party or the Investor. The totalamount of contractual penalties resulting from all the titles providedfor in this Agreement shall not exceed 50% of the net remuneration(excluding VAT), with penalties for delays in the performance of theagreement 30% of the net remuneration. The total liability of each Partyfor non-performance or improper performance of the Agreement is limitedto the amount of 100% of the net contractual remuneration. If theContractor meets the deadline for Putting the Investment into Operationbefore the deadline, the Ordering Party will not charge the Contractorwith contractual penalties for delay in performing the tasks.Theremaining conditions for the performance of the Agreement do not differfrom those commonly used in this type of agreement.Legalbasis:Art.17 sec. 1 of the Regulation of the European Parliament and of theCouncil _UE_ No. 596/2014 of April 16, 2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6 / EC of the EuropeanParliament and of the Council and Commission Directive 2003/124 / EC,2003/125 / EC and 2004/72 / EC _also known as MAR_.